Common use of General Prohibitions Clause in Contracts

General Prohibitions. Neither the Company (or the Board of Directors) nor any of the Company’s Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, (i) solicit, initiate, induce, explore or knowingly take any action to facilitate or encourage the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, assist or facilitate any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw or modify in a manner adverse to Parent) the Company Board Recommendation (or approve, recommend, or declare advisable an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or (iv) approve, recommend, declare advisable or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this Agreement.

General Prohibitions. Neither Except as permitted by Section 6.02(b), the Company (or the Board of Directors) nor any of the Company’s and its Subsidiaries shallshall not, nor shall and the Company or any of shall use its Subsidiaries authorize or permit any of reasonable best efforts to cause its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) not to, directly or indirectly, (i) solicit, initiate, induce, explore initiate or knowingly take any action to knowingly facilitate or knowingly encourage the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), (ii) enter into or participate in any discussions or negotiations withwith any Third Party regarding an Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal, or furnish any non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, assist or facilitate any Third Party that is seeking to make, or has made, an Acquisition Proposalin connection with the foregoing, (iii) fail to makewithhold, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw withdraw, amend, qualify or modify in a manner adverse to Parent) , or publicly propose to withhold, withdraw, amend, qualify or modify in a manner adverse to Parent, the Company Board Recommendation (or publicly approve, recommend, publicly endorse or declare advisable recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or (iv) approve, recommend, declare advisable or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement). Any breach of this Section 6.02 by the Company’s officers or requiring directors or any of the Company to abandon, terminate Company’s or fail to consummate its Subsidiaries’ Representatives shall be deemed a breach by the transactions contemplated by this AgreementCompany.

General Prohibitions. Neither Prior to the Acceptance Time, neither the Company (or the Board of Directors) nor any of the Company’s its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, : (i) solicit, initiate, induce, explore initiate or knowingly take any action to knowingly assist, facilitate or encourage the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), ; (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or to, otherwise cooperate in any way with, assist or facilitate knowingly assist, participate in or encourage any effort by any Third Party that has made, is seeking to make, make or has made, would be reasonably expected to make an Acquisition Proposal, ; (iii) fail to make, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw or modify in a manner adverse to Parent) Merger Subsidiary the Company Board Recommendation (or approve, recommend, or declare advisable recommend an Acquisition ProposalProposal or make any public statement (or statement to any of its stockholders (other than, for the avoidance of doubt, to a director of the Company in his capacity as such)) inconsistent with the Company Board Recommendation (including publicly proposing to withdraw or modify the Company Board Recommendation)) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or ); (iv) approvefail to enforce, recommendor grant any waiver or release under, declare advisable any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries; (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law; or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or requiring Proposal. It is agreed that any violation of the restrictions on the Company to abandon, terminate set forth in this Section 7.03 by any Representative of the Company or fail to consummate any of its Subsidiaries shall be a breach of this Section 7.03(a) by the transactions contemplated by this AgreementCompany.

General Prohibitions. Neither Prior to the Acceptance Time, neither the Company (or the Board of Directors) nor any of the Company’s its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to, directly or indirectly, : (i) solicit, initiate, induce, explore initiate or knowingly take any action to knowingly assist, facilitate or encourage the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), ; (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or to, otherwise cooperate in any way with, assist or facilitate knowingly assist, participate in or encourage any effort by any Third Party that has made, is seeking to make, make or has made, would be reasonably expected to make an Acquisition Proposal, ; (iii) fail to make, withdraw or modify in a manner adverse to Parent (or publicly propose to withdraw or modify in a manner adverse to Parent) Merger Subsidiary the Company Board Recommendation (or approve, recommend, or declare advisable recommend an Acquisition ProposalProposal or make any public statement (or statement to any of its stockholders (other than, for the avoidance of doubt, to a director of the Company in his capacity as such)) inconsistent with the Company Board Recommendation (including publicly proposing to withdraw or modify the Company Board Recommendation)) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or ); (iv) approvefail to enforce, recommendor grant any waiver or release under, declare advisable any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries; (v) approve any transaction under, or any Person becoming an “interested stockholder” under, Section 203 of Delaware Law; or (vi) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or requiring Proposal. It is agreed that any violation of the restrictions on the Company to abandon, terminate set forth in this ‎Section 7.03 by any Representative of the Company or fail to consummate any of its Subsidiaries shall be a breach of this Section 7.03(a) by the transactions contemplated by this AgreementCompany.

General Prohibitions. Neither the The Company (or the Board of Directors) nor any of the Company’s Subsidiaries shall, nor shall the Company or any of and its Subsidiaries authorize or permit any of shall not, and each shall use their reasonable best efforts to cause its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives not to, directly or indirectly, (i) solicit, initiate, induce, explore initiate or knowingly take any action to knowingly facilitate or encourage the submission or announcement of any Acquisition Proposal, or any inquiries, proposals or offers that may reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), ; (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to Subsidiaries, or otherwise cooperate in any way with, assist or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that is seeking to make, or has made, make an Acquisition Proposal, ; (iii) fail to makemake the Company Board Recommendation, withdraw or modify in a manner adverse to Parent (the Company Board Recommendation, or publicly propose to withdraw recommend an Acquisition Proposal or modify in a manner adverse to Parent) take any action or make any public statement inconsistent with the Company Board Recommendation (or approve, recommend, or declare advisable an Acquisition Proposalexcept as permitted by Section 6.03(b) through 6.03(e) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or ); (iv) approve, recommend, declare advisable grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries; or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal or requiring (other than a confidentiality agreement with a Third Party permitted under Section 6.03(b)). It is agreed that any violation of the restrictions on the Company to abandon, terminate set forth in this Section by any Representative of the Company or fail to consummate any of its Subsidiaries shall be deemed a breach of this Section by the transactions contemplated by this AgreementCompany.

General Prohibitions. Neither From and after the date hereof, until the earlier to occur of the Acceptance Time and termination of this Agreement in accordance with Article 11, neither the Company (or the Board of Directors) nor any of the Company’s its Subsidiaries shall, nor shall the Company or any of its Subsidiaries authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to, directly or indirectly, (i) solicit, initiate, induce, explore initiate or knowingly take any action to facilitate (including by way of furnishing non-public information) or encourage the submission any inquiries or announcement expressions of any Acquisition Proposalinterest with respect to, or the making or submission of, any inquiriesproposal that constitutes, proposals or offers that may reasonably be expected to lead to an to, any Acquisition Proposal (including through the furnishing of any information)Proposal, (ii) enter into into, engage in or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or any of their respective assets or afford access to the business, properties, assets, books or records of books, records, work papers and other documents related to the Company or any of its Subsidiaries to in furtherance of or for the purpose or expectation of obtaining, otherwise cooperate in any way with, assist or assist, participate in, knowingly facilitate or knowingly encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition ProposalProposal (other than to state the terms of this Agreement prohibit such discussion), (iii) (A) grant any waiver or release under (or fail to makeuse reasonable best efforts to enforce) any standstill or similar agreement with respect to any class of Equity Securities of the Company, (B) qualify, withdraw or modify in a manner adverse to Parent (or Merger Sub, or propose publicly propose to qualify, withdraw or modify in a manner adverse to ParentParent or Merger Sub the Company Board Recommendation, (C) adopt, endorse, approve, accept or recommend, or propose publicly to adopt, endorse, approve or recommend, any Acquisition Proposal, or resolve to take any such action, (D) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or a temporary “stop, look and listen” communication by the Board of Directors of the type contemplated by Rule 14d-9(f) under the 1934 Act; (E) following the date any Acquisition Proposal or any material modification thereto is first publicly announced, fail to issue a press release reaffirming the Company Board Recommendation within seven (7) Business Days after a request by Parent to do so or approve, recommend, or declare advisable an Acquisition Proposal(F) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any of the foregoing in this clause (iii), other than clause (A), an “Adverse Recommendation Change”) ), or (iv) approve, recommend, declare advisable or enter into any agreement in principle, memorandum of understanding, letter of intent, indication of interest, term sheet, merger agreement, acquisition agreement, joint venture agreement, option agreement or other similar instrument Contract (x) relating or that would be reasonably be expected to an lead to any Acquisition Proposal or (y) requiring the Company it to abandon, terminate or fail to consummate the transactions contemplated Merger or any of the Transactions. It is agreed that any violation of the restrictions on the Company set forth in this Section 7.03 by any Subsidiary of the Company or any Representative of the Company or any of its Subsidiaries, in each case, acting at the direction of the Company, shall be a breach of this AgreementSection 7.03 by the Company.

General Prohibitions. Neither Subject to Section 7.03(b) after the date of this Agreement and prior to the earlier of the termination of this Agreement in accordance with Article IX and the Effective Time, the Company (Board and the Special Committee shall not, and shall not authorize or the Board of Directors) nor any of the Company’s Subsidiaries shall, nor shall direct the Company or any of its Subsidiaries authorize the Special Committee or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) the Company’s representatives to, directly or indirectly, : (i) solicit, initiate, induceknowingly facilitate, explore knowingly encourage or knowingly induce or take any other action intended to facilitate or encourage the submission or announcement of lead to any Acquisition Proposal, inquiries or any inquiries, proposals that constitute or offers that may could reasonably be expected to lead to an Acquisition Proposal (including through the furnishing of any information), Proposal; (ii) enter into or participate in any discussions or negotiations with, furnish or afford access to any confidential or non-public information relating to the Company or any of its Subsidiaries to any Person or afford access to the business, properties, assets, books Group (other than Parent or records of the Company Merger Sub or any of its Subsidiaries their Affiliates) in connection with or in response to any inquiry or otherwise cooperate in any way with, assist proposal that constitutes or facilitate any Third Party that is seeking could reasonably be expected to make, or has made, lead to an Acquisition Proposal, Proposal (except solely to provide notice of the existence of these provisions); (iii) fail to make, withdraw withdraw, or modify or amend in a manner adverse to Parent (the Special Committee Recommendation or publicly propose to withdraw or modify in a manner adverse to Parent) the Company Board Recommendation (or approve, recommend, or declare advisable recommend an Acquisition Proposal) (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) or ); (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries; or (v) approve, endorse, recommend, declare advisable or enter into (or publicly propose to do any of the foregoing) any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement agreement, or other similar instrument relating to an Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the transactions contemplated by this (other than an Acceptable Confidentiality Agreement).

General Prohibitions. Neither After the date hereof and prior to the earlier of the Effective Time and the termination of this Agreement in accordance with Article 11, the Company shall not (or the Board of Directors) nor any of the Company’s Subsidiaries shall, nor shall and the Company or any of its Subsidiaries shall not authorize or permit any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) Representatives to), directly or indirectly, (i) solicit, initiate, induce, explore endorse or knowingly take any action to facilitate or encourage the submission or announcement of any Acquisition Proposal, Proposal or any inquiriesinquiry, proposals proposal or offers offer that may is reasonably be expected likely to lead to an any Acquisition Proposal (including through the furnishing of any information)Proposal, (ii) enter into or execute, continue or otherwise participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, assist or facilitate any Third Party that is seeking with respect to makeinquiries regarding, or has madethe making of, an Acquisition Proposal, (iii) fail to make, withdraw withdraw, modify or modify amend in a manner adverse to Parent (or publicly propose to withdraw or modify in a manner adverse to Parent) the Company Board Recommendation (or approve, recommendrecommend or otherwise declare advisable the approval by the Company stockholders of any Acquisition Proposal), or declare advisable an Acquisition Proposal) resolve, agree or propose to take any such action (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”) ), or (iv) approve, recommend, declare advisable or enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument transaction agreement relating to an Acquisition Proposal or requiring (other than a confidentiality agreement with a Third Party to whom the Company is permitted to abandonprovide information in accordance with Section 7.04(b)(i)) (any of the foregoing, terminate or fail to consummate the transactions contemplated by this an “Alternative Acquisition Agreement”).